Majestri Pty Ltd
10/5 Canopus St, Bridgeman Downs QLD 4035
info@majestri.com.au

Website Terms and Conditions for Organisations Version 1.0

These website terms and conditions apply to use of, and access to, the Majestri Platform, and all associated pages, applications, and resources relating to your Club Website, and can be accessed at https://legal.majestri.com.au/website-terms-and-conditions.

If you do not agree to these terms and conditions you must not use or access any page, application, or resource accessible through the Majestri Platform.

By using or accessing any page, application, or resource through the Majestri Platform, you accept the following terms and conditions and enter into an agreement with Majestri Pty Ltd ABN 67 149 057 956 (“Agreement”).

This document must be read in conjunction with our Privacy Policy for Account Holders, which is available at https://legal.majestri.com.au/privacy-policy.

Definitions
In this Agreement, the following defined terms in this clause 1 have the corresponding meaning, unless the context requires otherwise.
“Account” means a user account on the Majestri Platform.
“App” means a software application.
“Majestri” means Majestri Pty Ltd ABN 67 149 057 956of 25 Victor Russell Drive, Samford Qld 4520.
“Club Member” means a member of your Organisation, who has signed up for an Account.
“Club Website” means your website hosted on the Majestri Platform, which has a link to these website terms and conditions in the footer.
“Coach” means a Club Member that you provide administrative access to limited functions on your Account.
“Content” means any images, text, content, software, or other files on the Majestri Platform, including user generated content and content uploaded from any third party, but excluding any part of the Majestri Platform, or related templates, media, modules, or data.
“Electronic Transactions” means an electronic transaction conducted through the Majestri Platform, including a payment made through any of the following methods:
1. Credit Card;
2. Debit Card;
3. Prepaid payment card;
4. BPay.
“Intellectual Property Rights” means all industrial and intellectual property rights including, without limitation, patents, trademarks, copyrights, circuit layout rights, right to extract information from databases, design rights, trade secrets, and all forms of protection of a similar nature or having similar effect to any of them which may subsist anywhere in the world (whether or not any of them are registered and including applications and the right to make applications for registration of any of them) other than moral rights
“Insolvency Event” in relation to a Party means any of the following:
1. an application is made to a court for an order that the Party be wound up and the order is not disposed of within 30 business days or an order is made that the Party be wound up;
2. an application is made to a court for an order appointing a liquidator or provisional liquidator or a liquidator or provisional liquidator is appointed in respect of either Party and that order or appointment is not disposed of within 30 business days;
3. the Party enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any classes of its creditors, or it proposes a reorganisation, moratorium or other administration;
4. the Party resolves to wind itself up, or otherwise dissolve itself, or gives notice of the intention to do so, or is otherwise wound up or dissolved;
5. any step is taken to appoint an administrator, a receiver, and/or manager or other like person over the whole or any part of the Party’s assets or business;
6. judgement is entered against the Party for more than $20,000.00, which remains unsatisfied or unappealed for more than 21 days; or
7. if the Party is placed under official management, commits an act of bankruptcy or is charged with a criminal offence.
“Majestri Platform” means the software platform accessible through https://majestri.com, and any associated pages, applications, and resources.
“Merchant Service” means our integrated merchant service provided by Bendigo and Adelaide Bank Limited, and its affiliates.
“Nominee” means an individual with full power to act on the Organisation’s behalf, who is granted access to the Organisation’s Account, by the Organisation or another Nominee.
“Organisation” means a legal entity including a body corporate, incorporated association, or other statutory body, or its Nominee, as the case requires.
“Parties” means each Party to this Agreement.
“Party” means a party to this Agreement.
“Service” means any Service provided by Majestri under this Agreement.
“you” “your” or “User” means the Organisation using or accessing the Majestri Platform.
Term
1. This Agreement begins upon your acceptance of the terms and conditions of this Agreement and continues until a Party terminates this Agreement in writing.
2. You accept the terms and conditions of this Agreement upon the earliest occurrence of one of the following events:
  1. you logging into the Majestri Platform using the Organisation’s Account;
  2. you requesting any Services from us, through the Majestri Platform;
  3. you sign up for an Account and you check the checkbox that indicates that you agree to Majestri’sWebsite Terms and Conditions for Organisations;
  4. you check any other checkbox that indicates that you agree to Majestri’s Terms and Conditions for Organisations, when prompted by us when you are using the Majestri Platform.
3. To the extent that we vary or add new terms and conditions in accordance with clause 6, then you accept such variation or additional terms and conditions upon the earliest occurrence of any of the events listed in clause 2.2(a) through 2.2(d), after we notify you of such variation or addition.
4. For the purposes of clause 2.1 making a request to close, or delete your Account will terminate this Agreement upon Majestri receiving such request and acting on it. We will notify you upon termination of your Account and this Agreement. Upon termination you will no longer be entitled to access the Platform, see clause 15 for further details.
Conditions of use – Organisations, Nominees, and Coaches
1. Your use of the Majestri Platform, is conditional on you:
  1. being an Organisation, which is in the form of a legal entity, or if a Nominee of that Organisation being at least 18 years of age, not being the subject of any legal incapacity, and having full power and authority to act on the Organisation’s behalf;
  2. being capable of entering into binding contracts;
  3. not contravening any laws by entering into an agreement with us;
  4. providing us with all reasonable assistance to deliver our Services to you; and
  5. complying with all of your obligations under these terms and conditions.
2. The Organisation and each Nominee are jointly and severally liable for the Organisation’s obligations under this Agreement.
3. You may appoint Coaches to access functionality relating to your Account, and to the extent that you allow a Coach to use, order, or modify the Services that we provide, the Organisation and each Nominee are jointly and severally liable for any such use, order, or modification. It is your responsibility to set out and enforce any rules or policies relating to a Coaches use of our Services.
4. We may vary these terms and conditions or impose new terms and conditions on your use of the Services or the Majestri Platform at any time, by a notice published on your Account or on the Majestri Platform, or otherwise in accordance with your Account preferences.
5. We may add features or update the Services from time to time. You may be required to agree to additional terms or other requirements in order to use such additional features or Services.
6. Nothing in this clause 3 is to be read as limiting our rights in administering the Majestri Platform, or methods that we may use to control the features available to you, or our provision of Services to you, through the Majestri Platform.
Your obligations
Positive obligations
1. If you are an individual, you must be at least 18 years of age to register as a User of the Majestri Platform, and you must not facilitate access to the Majestri Platform for a person who is less than 18 years of age.
2. You must act in accordance with the policies or rules that we publish from time to time, that relate to your use of the Services or the Majestri Platform (such as content and publishing, capturing of information, products and services and delivery, and transaction rules). All such rules can be accessed at https://legal.majestri.com.au/majestri-platform-policies. If there is any inconsistency between these terms and conditions and any policy or rule that we publish, then the terms and conditions of this Agreement will prevail to the exclusion of such policy or rule.
3. You must respond in a timely manner if we bring an issue to your attention in relation to the Majestri Platform, equipment, data, or network that affects the operation of the Majestri Platform, or any other services that we provide.
4. You must notify us if you believe that your Account has been accessed without your authority.
5. You must take reasonable measures to prevent any unauthorised person from accessing the Majestri Platform, your Account, or any other Services we provide using your Account credentials. You are responsible for any damage caused or fees incurred by any such person.
6. You must provide reasonable assistance and co-operation during any periods of scheduled or mission critical maintenance.
7. You are responsible for the Content, integrity and conduct of your Account on the Majestri Platform, and:
  1. we are not responsible for support, back-ups, disaster recovery, or fulfilment of your customers’ orders in any way;
  2. we are neither a party to any agreement between you and your customers or Club Members, nor are we responsible for the terms and conditions that govern your relationship with your customers or Club Members;
  3. you will be provided with the opportunity to upload terms and conditions for any transactions that you setup on the Majestri Platform, and we recommend that you do so; and
  4. you must ensure that all details relating to your Organisation are correctly entered into the Majestri Platform, including:
    1. your company, association, or business identification number (such as ACN, ABN, ARBN, etc), if any;
    2. bank account details;
    3. any other information required by law.
      Negative obligations
8. You must not use information about another Account holder gained through the Majestri Platform for any purpose other than in accordance with this Agreement, including any policies published by us from time to time.
9. You must not upload or publish any Content that is unlawful, unsuitable for general viewing or consumption, obscene, defamatory, in breach of any advertising standards, or in breach of any person’s privacy or other human rights. You further agree that we may remove any material that we reasonably deem unsuitable, or suspend your account in accordance with this Agreement until you remove such Content. Nothing in this clause is to be read as limiting any of our rights under this Agreement.
10. You must not:
  1. reverse engineer, reverse assemble or reverse compile the Majestri Platform or any part of it;
  2. combine or incorporate the Majestri Platform in any other program or system without our prior consent in writing;
  3. copy the Majestri Platform, or any Content contained on it belonging to a person other than you, in whole or in part.
Trial period
1. Upon your request, we may provide you with a demonstration of the Majestri Platform’s capabilities for you Organisation. These terms and conditions apply to any trial period. However, your obligations relating to payment of our fees as described in clause 9 do not apply during the trial period, and some functionality will not be available as these require set-up and validation procedures to be completed by the Parties.
Provision of services
1. We provide the following Services through the Majestri Platform:
  1. Website hosting;
  2. Software as a Service - content management system;
  3. Software as a Service - document management system;
  4. Software as a Service – eCommerce solution;
  5. Payment gateway and Merchant Service.
2. We provide limited support services to assist Organisations with their use of the Majestri Platform.
3. We provide Development Services to assist Organisations set up and maintain their Club Website
4. For the duration of, and subject to the terms and conditions of this Agreement:
  1. we will provide the Majestri Platform in accordance with this Agreement as varied by us and agreed by you from time to time;
  2. we will ensure that the Majestri Platform integrates with the Merchant Service to facilitate transactions;
  3. we will provide you with an Account, which you will be able to access and administer;
  4. we will host your Account and any related pages, and Content with a third party host;
  5. we will use reasonable endeavours to rectify any faults in the Majestri Platform for which we are responsible;
  6. we will take reasonable steps to investigate and restore Services where affected by causes beyond our control;
  7. we will update the Majestri Platform from time to time, and we will give you reasonable notice of any changes, where possible, however, due to the technical nature of the Majestri Platform, updates are rolled-out to all Accounts and you cannot opt-out of any update.
Service limitations
1. Hosting is provided through a third party service provider and we do not guarantee that the hosting services will be continuous or error free. If you have any difficulties accessing your Account, please check the following hosting status page:https://www.web24.com.au/network-status/ .
2. You are responsible for your domain name registration, domain delegation, and email accounts used by the Organisation.
3. All communication services are performed by third party service providers. Any communication services that may be used by you in relation to the Majestri Platform, including without limitation email and SMS are integrated with the Majestri Platform. Some communication services, such as the SMS service may require you to purchase credits from the service provider through the Majestri Platform to use such services.
Right to subcontract
We may appoint employees, sub-contractors, or agents to provide some or all of the Services; and such entities are bound by the same obligations as us. It is our responsibility to ensure such entities comply with this Agreement.
Fees and payments
1. You must pay our Licence Fee annually in advance (12 times the advertised monthly fee) in order to access the Services listed in clause 6.1, after the expiry of the Trial Period, if any, unless otherwise agreed by Majestri in advance.
2. Our Licence Fee is $49.00 including GST per month (“Licence Fee”).
3. You must pay our Development Fees for all out-of-scope development Services completed by us upon your request. We will provide a limited amount of Support Services at no additional cost to enable you to set up your Club Website on the Majestri Platform, and we will notify you when our Development Fees apply, if at all.
4. All out-of-scope Development Services are billed by the hour at a rate of $150.00, unless otherwise agreed by us in advance (“Development Fees”).
5. All Electronic Transactions conducted on the Majestri Platform incur a Merchant Fee of 2.9 percent of the transaction amount, which is automatically deducted from the transaction amount prior to the relevant funds being remitted to you.
6. In order to use the SMS functionality on the Majestri Platform you must pre-purchase SMS credits. SMS credits can be ordered through the Majestri Platform, but are purchased through a third party telecommunications provider and the cost of SMS credits may change from time to time. Any such costs will be advertised on the Majestri Platform from time to time.
7. We may vary our fees from time to time, and the variation to our fees will take effect on the first day of the new calendar year after we notify you of the change.
  Payment processing
8. We do not receive or store any card information relating to Electronic Transactions. All card information is processed securely by the Merchant Service.
Reversed transactions
1. If the Merchant Service reverses a transaction conducted on the Majestri Platform, then you remain liable to pay all of our fees relating to that transaction, and you must reimburse us for any fees and charges that we incur relating to that transaction.
2. If an end customer seeks to reverse a transaction conducted on the Majestri Platform and you agree, then you remain liable for the Transaction Fees relating to that transaction.
3. If a transaction is conducted on the Majestri Platform, and you cannot fulfil that transaction, for any reason, you remain liable to pay the transaction fees.
Sale of goods and services
1. You must not offer goods or services for sale, for which you cannot guarantee delivery, or otherwise offer a full refund in the case of non-delivery.
2. You are solely responsible for the goods or services sold by you through the Majestri Platform, and your relationship with your Club Members or other customers. You agree to indemnify, and must reimburse us, for any costs, losses, or damage suffered by us in this regard, including without limitation:
  1. anything we have to pay to a payment card provider, your customer, or anyone else;
  2. fees and charges for any reversed transaction, chargeback, or recall request,
3. and we may set-off any amounts you owe us against any other funds that we hold on your behalf.
4. Electronic Transactions paid by a Club Member to you for goods or services may be the subject of a chargeback, transaction reversal, or recall request. You agree to indemnify us for the value of each transaction that you perform on the Majestri Platform, and in the case that we bear the cost, or otherwise suffer loss or damage in relation to a chargeback, transaction reversal, or recall request for any of your transactions, you will immediately arrange for the relevant amounts to be credited to our account.
5. Any funds that we hold on your behalf, are held as your agent, and we do not account for GST on such amounts. You are responsible for accounting for all GST amounts on the transactions that you conduct on the Majestri Platform.
6. If a dispute arises between you and a Club Member or other purchaser of your goods or services, we are not a party to your agreement with that person and we do not provide a dispute resolution process as part of our Services.
Intellectual property
Customer Materials and Third Party Intellectual Property
1. You (or where applicable, the third party owner) retain ownership of all Content you upload to your Account and such rights are not assigned or transferred under this Agreement.
2. You grant us a perpetual, irrevocable, royalty-free licence to use, copy, modify or adapt the Content as reasonably necessary to perform our rights and obligations under this Agreement, including the right to grant sub-licences where reasonably necessary.
3. You warrant that you have full legal right and authority to grant the licence granted in clause 12.2, and that our use or modification of the Content in accordance with this Agreement will not infringe upon any third party Intellectual Property Rights.
  Majestri Platform
4. Subject to your continued compliance with the terms and conditions of this Agreement, for the duration of this Agreement we grant you a non-exclusive, revocable, licence to use, enjoy, and exploit the Majestri Platform to market your products and services to other Users of the Majestri Platform.
  Publicity Rights
5. We reserve the right to display or link to your Club Website, including use of your brand name or trademarks, if any, to promote the Majestri Platform and our related Services.
  Intellectual Property created under this Agreement
6. Unless otherwise agreed in writing:
  1. all intellectual property rights and materials developed under this Agreement for the purpose of improving or advancing the Majestri Platform, vest in and are owned by us upon creation; and
  2. from your acceptance of the Services, for the duration of this Agreement, we grant you a non-exclusive world-wide licence to use such intellectual property in accordance with the terms and conditions of this Agreement.
Privacy
1. We may use your contact details to promote new services and product offers to you from us or our affiliates, or to notify you about important changes to the Majestri Platform, subject to our Privacy Policy which is incorporated by reference.
2. Our Privacy Policy can be accessed at this link: https://legal.majestri.com.au/privacy-policy.
3. We may change the terms of the Privacy Policy form time to time in accordance with this Agreement. If you do not agree with the changes that we make to the Privacy Policy you may end this Agreement in accordance with clause 14 of this Agreement. The provisions of the Privacy Policy in force at the time of your written notice will continue to apply until this Agreement terminates.
Suspension and Termination
Suspension
1. We may conduct scheduled or mission critical maintenance of the Majestri Platform during which time the Services may be interrupted. We will give you reasonable notice of such maintenance where possible and make all reasonable efforts to keep any disruption to a minimum.
2. We may suspend the Services at any time and give you a written notice of default if:
  1. you do not make any payment when due, or any payment is dishonoured or subject to chargeback, transaction reversal, or recall request; or
  2. we have reason to suspect illegal or unethical activity in relation to your data or Content; or
  3. in our reasonable opinion your Content, conduct, data, network, software or equipment may cause damage to any person or property; or
  4. you do not comply with any of your obligations under this Agreement.
    Termination for default
3. We may terminate this Agreement immediately by written notice if:
  1. you fail to remedy a material breach despite receiving 7 days written notice of default from us;
  2. you are guilty of dishonesty, serious misconduct or serious neglect of duty; or
  3. you experience an Insolvency Event.
    Termination for convenience
4. We may terminate this Agreement at any time by giving you 14 days written notice.
5. You may terminate this Agreement at any time by written notice, which includes using any feature on the Majestri Platform that allows you to close or delete your Account.
Consequences of termination
1. Upon termination of this Agreement for any reason, in addition to any other rights or remedies:
  1. we may immediately disable your access to the Majestri Platform and take your Account offline;
  2. we may issue an invoice for any Fees incurred by you, but not yet invoiced by us and paid by you;
  3. all fees to date, including fees invoiced under this clause 15.1 are immediately due and payable;
  4. your licence to use the Majestri Platform immediately ends;
  5. if you have no amounts outstanding to us, we will give you the opportunity to receive a copy of all your data and Content in our possession, and we may charge a fee for delivering such data and Content to you;
  6. we may, but need not, keep all data and Content uploaded by you to the Majestri Platform for our records;
  7. we may destroy any data and Content uploaded by you to the Majestri Platform; and
  8. a Party not in default may pursue any other rights or remedies available at law against a defaulting Party subject to clauses 16 and 18.
Indemnity &limitation of liability
Indemnity
1. Each Party will indemnify, defend and hold harmless the other Party and its directors, officers, agents, employees and sub-contractors against any and all losses, costs, expenses and damages that it suffers, including but not limited to reasonable legal fees, resulting from its own negligence or malpractice, or reckless or intentional misconduct, or failure to perform its obligations and responsibilities under this Agreement.
2. You agree to release and hold harmless Majestri against any action, proceeding, claim, demand or prosecution relating to:
  1. any downtime, interruption, lost revenue, or consequential loss of any kind whether directly or indirectly arising in connection with the Services; and
  2. any hardware or software failure, loss of data or any other loss or damage of any kind whether directly or indirectly arising in connection with the Services.
3. You release and indemnify, and agree to keep Majestri indemnified against any action proceeding, claim, demand, or prosecution relating to:
  1. any breach of your warranties under this Agreement; and
  2. any loss or damage to persons or property (including data), caused by your Content.
    Limitation of liability
4. Subject to clauses 16.7, 16.8 and 16.9, any liability of Majestri for any loss or damage, however caused (including, without limitation, by the negligence of Majestri), suffered by you in connection with this Agreement is limited to the last three months’ worth of Licence Fees paid by you and received by us.
5. The limitation set out in clause 16.4 is an aggregate limit for all claims, whenever made.
6. For clarity, and without limiting clause 16.4, the Parties agree that clause 16.4 is to apply in connection with a breach of this Agreement, anticipated breach of this Agreement or other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct.
7. Subject to clauses 16.8 and 16.9, Majestri is not liable for any consequential loss however caused (including, without limitation, by the negligence of Majestri) suffered or incurred by you in connection with this Agreement.
8. Except as contemplated by clause 16.9, nothing in this Agreement is intended to limit any rights you have under the Competition and Consumer Act 2010 (Cth).
9. If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by Majestri in connection with this Agreement and Majestri’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 16.4, 16.6 and 16.7 do not apply to that liability and instead Majestri’s liability for such failure is limited to (at Majestri’s election):
  1. in the case of a supply of goods, Majestri replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or
  2. in the case of a supply of services, Majestri supplying the services again or paying the cost of having the services supplied again.
10. In this clause 16 a reference to consequential losses means any indirect, special, economic, or consequential loss including loss of revenue, profits, goodwill, bargain or opportunities that you suffer in any way, even if we knew or should have known about the possibility of such loss.
Dispute Resolution
Mediation
1. If a dispute arises between you and Majestri in relation to this Agreement, either Party may give the other Party a written notice that they intend to arrange mediation.
2. The Parties must refer the dispute to an independent mediator within 21 days of the written notice.
3. If the Parties cannot agree on a suitable mediator, either Party may contact the Law Society (or equivalent) in their state and request that they provide a mediator.
4. The costs of the mediation must be paid by you and us in equal shares.
Legal Proceedings
1. No Party may commence court proceedings unless the dispute remains unresolved after 28 days from the date of the written notice provided under Clause 17.
General
Costs
1. You are responsible for all duties, charges and legal fees (on a solicitor and own client basis) incurred in enforcing this Agreement.
  Currency and Taxation
2. Unless otherwise stated, all monetary amounts are expressed in Australian dollars inclusive of GST.
  Enduring Clauses
3. The Parties’ obligations under Clauses 7, 10, 12, 13, 15, 16, 17, and 18 shall survive the termination of this Agreement for whatever reason.
  Entire agreement
4. This Agreement contains the entire agreement between the Parties and supersedes all previous negotiations or agreements in relation to the Services.
  Force majeure
5. Neither Party is liable for any delay or failure to perform its obligations under this Agreement to the extent that such failure is caused by a Force Majeure Event. Nothing in this clause excuses payment of money due.
  Jurisdiction
6. The laws of the State of Queensland, Australia apply to this Agreement and the Parties submit exclusively to the courts of that jurisdiction.
  Relationship between the Parties
7. Nothing in this Agreement constitutes a partnership or contract of employment. It is the express intention of the Parties to deny any such relationship.
  Representatives, Successors and Assigns
8. You must not assign or novate this Agreement in whole or in part.
9. We may assign or novate this Agreement in whole or part at our sole discretion.
  Severability
10. If any provision of this Agreement is ruled by a court to be illegal, invalid, unenforceable or in conflict with any law, it will not affect the validity and enforceability of the remaining provisions.
  Varying the agreement
11. In addition to our rights to vary this Agreement, the Parties may agree to a variation or amendment of this Agreement, and such Agreement will be binding on the Parties upon such agreement being reduced to writing and signed by each Party.
  Waiver
12. Any delay or failure to enforce any rights in relation to a breach by the other Party will not be construed as a waiver of those rights.